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HomeMy WebLinkAboutKOVELY, BILL dba W.K. SIGNS~ ~ C ~2 l ~ ~~ "`'"` AGREEMENT TERMINATION n~'-.r~' ~.a ' ~_, t~~ Please complete this form when the attached agreement is no longer in effect. Return form to the Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questioni~~,, --------- -------------------------------- ------- ~ - ^ r, The agreement with ~ ~-~-.~,~ ~~, ~ ~~-~.('ti,~ ~ ~4~:;~ ~~ . ~ U ~ was completed on ,~,,.,0 30 boa and final payment has been made. Department: y?`~,,~~,rnQA,~ Signature: Date: Qe~.~«,n~ ~~ .~D/© City of Santa Ana Clerk of the Council Revised 05-22-08 Iiv~iURANCE ON FILE ,;9RK MAY PROCEED ui~iir: INSURANCE EXPIRES ~~ ~ 19 ~ oq cl.€RK OF COUNCIL oarE: ~-13-cg N-2008-065 lG i j ; C ~P ~a~ CONSULTANT AGREEMENT S¢55e A1utc~rez THIS AGREEMENT, made and entered into this 16`h day of May, 2008 by and between Bill Kovely dba W. K. Signs (hereinafter `'Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of Creative design and production of informational street banners. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall create and produce informational street banners as set forth in Exhibit A. Said service shall be performed on an as-needed basis at the written direction of the Acting Executive Director of the Community Development Agency ("Director") or her designated representative. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges set forth in Exhibit A. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards ofperformance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2009, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Director and the City Attorney. 4. WORK FOR HIRE Consultant acknowledges that the Work is a `'Work for Hire" as that term is used in the Federal Copyright Act. Consultant authorizes City, in its sole discretion, to make any editorial changes, additions, deletions, abridgment and condensation whatsoever to the Work, and is further authorized to title, sub-title and change the title of the Work, and to couple the Work with any ancillary work (including, but not limited to, other writing, images, sounds, video, and animations). Such authorization shall extend to all subsequent uses of the rights owned by the City pursuant to this Agreement. City reserves the right to omit any part or all of the Work submitted by Consultant. City grants back to Consultant anon-exclusive but perpetual license to reprint the Work and to create derivative works based on the Work. Consultant warrants and represents that the Work is original and has not before been published: that she is the sole owner of the Work and has full power, free of any prior contract, lien or rights of any nature in anyone which might interfere therewith, to enter into this Agreement and to grant the rights hereby conveyed to City; that the Work contains no matter which is libelous or otherwise unlawful, infringes no right of privacy, proprietary right or copyright (whether statutory or common law); that he has not heretofore and will not hereafter enter into any agreement or understanding with any person, firm or corporation other than City for the rights in the Work granted hereunder. Consultant further agrees that he will hold City, its distributors, employees, officers, volunteers, licensees, partners, agents, advertisers, and any retailer harmless against any suit, claim, demand, proceeding, prosecution, recovery or penalty and any expense, including attorneys' fees and litigation expenses arising out of same, by reason of any claim or violation of any of the foregoing warranties or representations. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Due to the nature of services provided, insurance is not required. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of contidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified maih postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 and Santa Ana, California 92702 telefacsimile (714) 647-6736 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: W.K. Signs 1216 South Main Street Santa Ana. California 92702 Telefacsimile 714-588-7688 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each ofthe terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not. in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: v PATRICIA E. EALY ~ ~ ~~ ,J ~ Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: La eedy Assistant City At orney RECOMMEND FOR APPROVAL CITY OF SANTA ANA DAVID N. REA City Manager W. K. SIGNS BILL KOVELY Owner 'tAX l~ 1~ 563 ~ 5~~ NANCY E 1VARDS / Acting Exe five Director Community Development Agency EXH161T A SCOPE OF SERVICES Consultant shall create, design and produce Street Banners to advertise downtown events in the City of Santa Ana. (tea) Banners 48" x 40' 22oz., 2-sided digitally printed vinyl banners, fire retardant. Top: 3/8" grommet across top every 30" with snap hooks on top only, standard hems 3/8" rope sewn into bottom. Bottom corners - 6 ft. extensions. 1"nylon webbing sewn into all 4 sides. Reinforced comers. Wind slits for wind conditions. The City will produce artwork for the banners and for the various advertised "Events". Consultant will delete old and install new vinyl graphics on the specified area of banners for "special events" throughout the year. #A (tea) 2-sided banners subtotal ...$4320.50 plus tax #B Delete existing "Event" on banner and install the `New Event" $1 180.00 for (tea) 2-sided banners ($295 per side) Down payment $1425.76 U5i09i2008 W8U 11:08 h'AX 714+585 4U'LO Cllk' OF SA~'TA AVA IQjUU2~0U2 95/U;/2U0B 12'd0 9512809523 ALLSTATF TNSLIRANCE PnGE 02 5/6/2008 1:43r 17 PM PAVE 2/002 Fax Seroor CERTIFICATE OF INSUF2ANCE -COMMERCIAL Allstate. Mirt In,,rd l~nM.. ALLSTATF INSURANCE cOMIbANY - NoRTNBROOK, IL THIS CERTIFICATE IS ISSUED AS q MATTER OF INFORMAION ONLY AIaD CONFERS NO RIGHT6 UPON THE CERTIFICATE HOLDER T'SIS CERTIFICATE IFS NOT AME ND, E7CTEN0 OR ALTER THE COYERAGE AFFORDED BY THE POLICIES BELOW. INTERESTED PARTY TYPE: ADDITIONAL INSURED COmmants: cERTIFtcgrE HOLOFft NAMED fN5 URE0 Name and Address of Party to Whom thls GNllute la Ibuod _ Name and Address of IMUretl THE CEN OF SANTA ANA, ITS OFFlCERS. EMPLOYEES, AGENTS, VOW NTEER6 AND REPRt'SENTA7'K/E9 WILLIAM A'KOVELY DBA WK SIGNS 1 Y1d S MAIN S7 SANTA ANA LA 927D7 GO JESSE ALVtOREZ, COSA, DOWNTOWN OFFICE 705 EAST FOURTH ST p701 IpcdVOn Atldros (B diRarerlt than above) SANTA ANA, CA 92701 wrmY unr V~iR.,ea ~ inauranw r6ieo mw naYe Deco IA1Ye0 fe IIK Inculad named atlove eUb10G [O ttla WtplraBon date IMkaeea belOW. nnNvlNSlandfng any requilertlehl. lerrn er mndNan d any cnntraq or omcr Jaeumerd wflh respect to which This t»AlNcab may be issued or may peAaln. The In:urgnce gfexeod M llm poaues deuADed norein is subleq hi all [he tarme. excWcbnc, qnd cgrdtlbm of such pofroea. TYPF yIC INAl11daWRF sun 1 !ulTc PPIi Number: SOZ80588 Eflgtliu60gtn. 2/19/08 ~ ~ . EzpMlon Deta' 2Jt9/D9 COVER G NN/1NY GENERAL LIABLLIN AMOUNT GENERALAGGREGATE UMTf (Other than Products-CornpkNSd Oporq Nnp S 1000.000 R4DDUCTS-COMPLETED OPERATONS AGGREGATE LWIfT 31,000,000 PERSONAL AND ADVERTISING INJURY LIMIT E 1,000,000 EACH OCtX1RREN(~ LIMIT _ 5 500,000 PHYSICAL DAMAGE LIN3T 3 700.000 ANY ONE LOSS MEDICAL IXPE NSE LI i1' S 5,000 ANV ONE PERSON OROPERTY INSURANCE ~- POI.ICYTYPE ~ AmourR ~J BUIlDINO 3 733,000 ®Reptacemem Cost ^ Atlual Cash VeWe ®DedORIWc S 2e0 ~1 CONTENTS S 2b.OW 8 RapDaementCou ^ Aomd .'.ash Vnlue ®Daductibk S L80 ^ Basle Fam Wlnd DedudlbN °b ^ Bmad Form ~cluda WInO ^ YES ^ NO ^ SpKgl Form o SUPRA AODRIONAL COVERAGE'S: MORTGAGE CLAUSE line pot wntains a Mortgage Clare in favor of MMI9ageu Address CERIIFlCAT[ PERIOD TN16 CERTIFIGTE WI L L REMAIN IN FORCE FROM THE INCEp'TIpN OF THE POLICY UNM THE POLICY IS CANCELLED UR EMPIRES POLICY INCEPTION OA I TE• 2J79rDB ® 12:01 AM . ^ tZ:00 NOON 6Jndbd Tm¢ sl drc ieutlen of the In°ured renlaee. PROVISIONS TMs fam Is not 9ta cool n of Insurance, but aboelo thm ° polwy sa WemlKpl ntwve has been 4euad The previyors of Na poky anall preva3ln d mspBCK. IT IS AGREED THAT S1 1011LD THE INSURANCE PROTECTK)N EVIDENCED HEREIN TERMINATE, THE 1S8UING COMPANY WILL ENDEAVOR TO MAlL TICS OF SUCH TERMINATION WRHIN 10 DAYS FOR THE FOL LOWING INTERESTED PARTIE6: MORTOACaEE, LIEN HOLDER, ADOfT1( SNAL INSURED AND ADDITIONAL INTERESTEp PARTY. KEN MUNARE7T0 a>vAB - AWhorrod RgproaPntAlive Dols _ COI 104x7 BPP IBrOS)